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Green Rain EULA – Fedr8 Green Rain

Green Rain EULA

These license terms (the “Fedr8 EULA”) are an agreement between Fedr8 Limited (“Fedr8”), a private company (registered in England under company number 06516234) whose registered office is at The White House, 2 Meadrow, Godalming, Surrey, England, Gu7 3hn, Uk, and the authorized end user (referred to as “You” or “Client” in this Fedr8 EULA) of the “Fedr8 Software” accompanying this Fedr8 EULA and identified in an accompanying order or contract (“Order”) between Fedr8 or an authorized Fedr8 reseller and Client. 

By using this Fedr8 software, you accept these terms. If you do not accept them, do not use the Fedr8 software. If you comply with these license terms, you have the rights below for each licensed Fedr8 software product you acquire.

Terms

1. Grant of Commercial Software License

1.1 The license described in this section applies to any software identified or described in an Order as “Fedr8 Software” that is made available to you by Fedr8 or by one of its authorized distributors. 

1.2 Fedr8 hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable license (“License”) to use, solely for your internal business purposes (including use by your employees and contractors) unless previously agreed as described in Schedule 1.

2. Restrictions on Distribution and Copying.

Fedr8 Software may not be distributed to any other person or entity, and any such distribution shall be deemed a copyright infringement as well as a material breach of this Fedr8 EULA unless previously agreed as described in Schedule 1.

3. Agreement Term and Termination.

3.1 This Agreement shall commence on the earlier of the date the Client (or an authorized representative on its behalf) begins using the Fedr8 Software or the start date set forth in the Order (the “Effective Date”) and shall continue in effect for as long as the Client’s authorized use of the Fedr8 Software continues (as set forth in the Order).

3.2 This Fedr8 EULA shall remain in effect for the period of time (“License Term”) indicated for the Fedr8 Software in an approved Order. This Fedr8 EULA shall terminate with the expiration of the License Term for all the associated Fedr8 Software except for such provisions that may be indicated herein as surviving termination of this Fedr8 EULA. Upon termination the Client should discontinue the use of and delete the Fedr8 software.

3.3 This Agreement may be terminated earlier by either party if the other party breaches a provision of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party.

3.4 Effects of Termination. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement shall survive, and (b) the provisions titled Proprietary Rights, Disclaimers, Limitation of Liability, Effects of Termination and General Provisions shall survive.

3.5 Unless otherwise agreed in writing and signed by an authorized representative of Fedr8, Fedr8 has no obligation to retain any Client Data or Results after the termination of this Agreement and will destroy all Client Data and Results in its possession within ninety (90) days after the effective date of termination.

4. Warranty and Disclaimers. 

4.1 All Fedr8 software provided hereunder is provided “as is”. Fedr8 expressly warrants that it is the owner or licensee of Fedr8 Software, including any and all copyrights and trade secrets, and has the right and authority to enter into this Fedr8 EULA in accordance with the terms herein. 

4.2 Fedr8, its licensors and/or distributors do not warrant that the Fedr8 Software will meet your requirements, or that the operation thereof will be uninterrupted or error-free. 

4.3 The Client represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Client Data as may be necessary to permit the use contemplated under this Agreement. The Client bears all responsibility and liability for the accuracy and completeness of the Client Data and Fedr8’s access, possession and use as permitted herein.

4.4 Fedr8 warrants that, for the term of this Agreement, the Software will perform in accordance with the Documentation (as described in Schedule 2) and that the Software shall be provided in a professional and competent manner in accordance with industry standards. Fedr8 further warrants that 

(a) the Software provided hereunder is and will be in compliance with all applicable international and national laws, rules and regulations and 

(b) Fedr8 will use commercially reasonable efforts to ensure that the Software will not cause any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code to be installed or introduced on the Client’s computer, telecommunication or other information systems. 

4.5 In the event Fedr8 is not able to cure any breach of the warranty within thirty (30) days of written notice thereof from the Client, the Client will at its option have the right to 

(i) terminate this Agreement and receive a refund of the fees which are allocable to the thirty (30) day period prior to the date the warranty claim was made and any fees the Client has prepaid for the Software that it has not received as of the date of the warranty claim or

(ii) elect to continue the time Fedr8 has to cure the defect and receive a reduction in all fees to be agreed upon by both parties for each month thereafter that the defect remains uncured.

4.6 Except as expressly set forth herein, the Fed8 Software and Results are provided without any other warranty of any kind. Without limiting the foregoing, Fedr8 makes no warranty 

(i) that the service will meet Client’s requirements or be uninterrupted, error-free or bug-free, 

(ii) regarding the security, reliability, timeliness, or performance of the service, or 

(iii) that any errors in the service can or will be corrected. Fedr8 hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, including without limitation, all implied warranties of non-infringement, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade.

5. Limitation of Liability.

5.1 Except as may be provided in another written agreement between Fedr8 and the Client, in no event shall Fedr8, its licensors and/or distributors be liable to you or to any third party for any special, indirect, consequential or contingent damages including loss of profits or payment of legal fees incurred by you or incurred by any other third party.

5.2 Fedr8 shall not be liable for direct damages in any amount greater than the fees you paid to Fedr8 or its authorized reseller for the Fedr8 Software during the previous twelve (12) months.

5.3 Such limited liability for damages shall apply whether in an action based on contract, tort or any other such theory, even if Fedr8 has been advised of the possibility of such damages. This provision shall survive the termination of this Fedr8 EULA.

6. Proprietary Rights.

6.1 You recognize and acknowledge Fedr8’s ownership and title to the Fedr8 trademark, and to Fedr8’s copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights of any kind in any jurisdiction (collectively the “Fedr8 Intellectual Property Rights”) embodied in Fedr8 Software or on Fedr8’s website.

6.2 Nothing in this Fedr8 EULA shall be interpreted to assign or to grant exclusive rights to you of any of Fedr8 Intellectual Property Rights.

6.3 Fedr8 does not grant to you any other right or license, either express or implied, in or to the Fedr8 Software except as specified in this Fedr8 EULA and your use of the Fedr8 Software shall be subject to the Limits and other conditions set forth herein.

6.4 Fedr8 hereby asserts and agrees that all Client Data generated by the Client using Fedr8 Software shall be and remain the intellectual property of Fedr8. Fedr8 hereby grants you a perpetual license to use Client data exported by Fedr8 Software for use during and beyond the term of this EULA.

7. Limits Based on Instances.

An “Instance” is a single installation of Fedr8 Software running in a cloud or on a physical or virtual server used to serve the primary purpose for which you have licensed the Fedr8 Software.

8. Authorized Use.

It shall be a material breach of this Fedr8 EULA for you to use the Fedr8 Software beyond the Limits of authorized use.

9. U.S. Government Customers and End Users.

9.1 Any Fedr8 Software or related materials are “commercial items” as that term is defined in 48 C.F.R. 2.101 consists of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R.12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1,227.7202-3 and 227.7202-4, if the end user hereunder is the U.S.

9.2 Government or any agency or department thereof, any Fedr8 Software and related materials are licensed (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users and customers pursuant to the terms and conditions of this Fedr8 EULA.

10. Severability.

10.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
10.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, or one party gives notice to the other of the possibility thereof, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

11. Assignment.

You may not assign this Fedr8 EULA or any right or obligation hereunder, without Fedr8’s prior written consent, which shall not be unreasonably withheld. However, you may assign this Fedr8 EULA in the event of a merger or consolidation or the purchase of all or substantially all of your assets. This Fedr8 EULA will be binding upon and inure to the benefit of the permitted successors and assigns of each party.

12. Governing Law.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

13. General.

13.1 This Fedr8 EULA constitutes the exclusive terms and conditions with respect to the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of a purchase order or other document used by the Client to place orders or otherwise effect transactions hereunder.

13.2 The parties both agree that it is their intention to resolve disputes between them concerning this Fedr8 EULA directly in good faith. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. In any action to enforce this Fedr8 EULA, the prevailing party shall be entitled to recover costs and reasonable fees, in addition to any other relief to which the prevailing party may be entitled. This provision shall survive the termination of this Fedr8 EULA.

14. Force majeure

Neither party shall in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Partner or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the other party.

Schedule 1

Green Rain may agree to an addendum to the standard Fedr8 Software EULA for qualifying business models such as Systems Integrators and similar consultancies where they require multiple instances of Fedr8 Software across multiple clients.

This addendum is referred to as a Named Client Agreement. Qualifying businesses must inform Fedr8 of each named client and their usage of licenses and instances.

Schedule 2

The Fedr8 Software consists of:

1. A User Interface (UI) that provides the Client a visual way to interact with the Software.
2. UI methods include but are not limited to:
User management
Master Dependency List adjustment and other Software Settings
Import and Create software analysis
Dashboard summary of all and specific applications
Technical Report deep-dive into the Software analysis
Export of Client data to Powerpoint and Comma Separated Value reports.
3. Links Fedr8 Software Documentation on the Fedr8 website, including but not limited to:
Educational videos
Deployment and User guides

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